Common use of Other Definitional Provisions and Rules of Construction Clause in Contracts

Other Definitional Provisions and Rules of Construction. A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. B. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. C. The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. D. Unless otherwise expressly provided herein, references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto. E. When the performance of any covenant (other than covenants measuring financial performance), duty or obligation is required on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing fees. F. Any provision of this agreement requiring that Company or any Subsidiary to use “commercially reasonable efforts” (or any substantially similar standard) to achieve an objective shall in no event be construed to require Company or any Subsidiary to pay any consent fees or to surrender any material contractual rights to achieve such objective.

Other Definitional Provisions and Rules of Construction. A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. B. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. C. The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. D. Unless otherwise expressly provided herein, references to Organizational Documents, agreements Contractual Obligations (including the Loan Documents) and other contractual instruments agreements shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto. E. When the performance of any covenant (other than covenants measuring financial performance), duty or obligation is required on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing fees. F. Any provision of this agreement Agreement requiring that Company or any Subsidiary of its Subsidiaries to use “commercially reasonable efforts” (or any substantially similar standard) to achieve an objective shall in no event be construed to require Company or any Subsidiary of its Subsidiaries to pay any consent fees or to surrender any material contractual rights to achieve such objective.

Other Definitional Provisions and Rules of Construction. A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. B. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. C. The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. D. References to any Person shall mean such Person and its successors and assigns. E. Unless otherwise expressly provided herein, references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto. E. When F. For purposes of this Agreement and the performance other Loan Documents, where the permissibility of a transaction or determination of required actions or circumstances depends upon compliance with, or is determined by reference to, amounts stated in Dollars, any covenant (other than covenants measuring financial performance), duty or obligation is required requisite currency translation shall be based on a day which is not a Business Day, the applicable Exchange Rate with respect to the date of such performance transaction or determination or the date Company or any of its Subsidiaries enters into a definitive agreement with respect to a transaction (as determined by Company) and shall extend not be affected by subsequent fluctuations in the Exchange Rate. For purposes of determining compliance with any Dollar denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the applicable Exchange Rate with respect to the immediately succeeding Business Day date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower Dollar-equivalent ), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such extension refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated based on the applicable Exchange Rate with respect to the date of time such refinancing, such Dollar-denominated restriction shall be reflected in computing fees. F. Any deemed not to have been exceeded so long as the Dollar- equivalent principal amount of such refinancing Indebtedness does not exceed the Dollar-equivalent principal amount of such Indebtedness being refinanced (plus the amount of interest, fees and expenses associated therewith). Notwithstanding any other provision of this agreement requiring Agreement, (i) the maximum amount of Indebtedness that Company or any Subsidiary may incur shall not be deemed to use “commercially reasonable efforts” be exceeded solely as a result of fluctuations in the Exchange Rate, (or ii) this provision shall not apply to the calculation of the Consolidated Leverage Ratio, and (iii) in the event that the Dollar-equivalent principal amount of Indebtedness that Company and its Subsidiaries has incurred exceeds the maximum amount of permitted Indebtedness under any substantially similar standardclause of subsection 7.1 at any time as a result of fluctuations in the applicable Exchange Rate, no additional Indebtedness (other than the refinancing of existing Indebtedness as provided above) to achieve an objective shall in may be incurred under such clause until such maximum amount is no event be construed to require Company or any Subsidiary to pay any consent fees or to surrender any material contractual rights to achieve such objectivelonger exceeded.

Other Definitional Provisions and Rules of Construction. A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. B. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. C. The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. D. Unless otherwise expressly provided herein, references to Organizational Documents, agreements Contractual Obligations (including the Loan Documents) and other contractual instruments agreements shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto. E. When the performance of any covenant (other than covenants measuring financial performance), duty or obligation is required on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing fees. F. Any provision of this agreement Agreement requiring that Company Holdings or any Subsidiary of its Subsidiaries to use “commercially reasonable efforts” (or any substantially similar standard) to achieve an objective shall in no event be construed to require Company Holdings or any Subsidiary of its Subsidiaries to pay any consent fees or to surrender any material contractual rights to achieve such objective.

Other Definitional Provisions and Rules of Construction. A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. B. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. C. The use in any of the Loan Documents of the word “include” or “including,” ”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. D. Unless otherwise expressly provided herein, references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto. E. When Unless the performance context requires otherwise, any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and any successor statute. F. The parties hereto acknowledge and agree that, for purposes of all calculations made for any applicable period under any Loan Document, (i) after consummation of any covenant acquisition transaction, (A) income statement items and other than covenants measuring financial performancebalance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period on a Pro Forma Basis and (B) Indebtedness of a target which is retired in connection with an acquisition transaction shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period on a Pro Forma Basis and (ii) after any Asset Sale, (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period on a Pro Forma Basis and (B) Indebtedness that is repaid with the proceeds of such Asset Sale shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period on a Pro Forma Basis. G. For purposes of determining compliance with any Dollar-denominated restriction in Section 7 or the restriction contained in subsections 7.1(xii) and 7.2(xvi), duty the Dollar-equivalent principal amount of Indebtedness (in the case of Section 7.1), amount of Liens (in the case of Section 7.2) and principal amount of Contingent Obligation (in the case of Section 7.4) denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect (i) in the case of term Indebtedness (and any related Liens or obligation Contingent Obligations) funded in a single drawing, on the date such Indebtedness is required incurred, (ii) in the case of term Indebtedness (and any related Liens or Contingent Obligations) committed to be drawn in multiple installments, on the date the first such installment is drawn, (iii) in the case of revolving Indebtedness (and any related Liens or Contingent Obligations), on the date first committed; provided that if such Indebtedness (and any related Liens or Contingent Obligations) is incurred to refinance other Indebtedness denominated in a day which is not a Business Dayforeign currency, and such refinancing would cause the applicable Dollar denominated restriction, or the restriction contained in subsections 7.1(xii) and 7.2(xvi), to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such performance refinancing, such restriction shall extend be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced (and fees, expenses, premium and interest payable in connection with such refinancing); and provided further that the principal amount of any Indebtedness (and any related Liens or Contingent Obligations) incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the immediately succeeding Business Day currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing and (iv) in the case of any Liens or Contingent Obligations not related to any Indebtedness described in clauses (i) through (iii) above, on the date such extension of time shall be reflected in computing feesLien or Contingent Obligation is incurred. F. Any provision of this agreement requiring that Company or any Subsidiary to use “commercially reasonable efforts” (or any substantially similar standard) to achieve an objective shall in no event be construed to require Company or any Subsidiary to pay any consent fees or to surrender any material contractual rights to achieve such objective.

Other Definitional Provisions and Rules of Construction. A. i. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. B. ii. References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any references in this Agreement to “Articles” and/or “Sections” which make reference to any particular piece of legislation or statute, including without limitation, the Bankruptcy Code, ERISA and Internal Revenue Code shall, to the extent that the context implies a reference to any other similar or equivalent legislation as is in effect from time to time in any other applicable jurisdiction, mean the equivalent section in the applicable piece of legislation. Furthermore, where any such reference is meant to apply to such other similar or equivalent legislation where such other similar or equivalent legislation has parallel or like concepts, then such references shall import such parallel or like concepts from such other similar or equivalent legislation, as applicable. C. iii. The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, be limiting whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto. iv. Unless otherwise expressly provided herein or in the other Loan Documents, but rather references in the Loan Documents to any agreement or contract shall be deemed to refer be a reference to all other items such agreement or matters that fall within the broadest possible scope of such general statementcontract as amended, term amended and restated, supplemented, replaced or matter. D. Unless otherwise expressly provided herein, references modified from time to Organizational Documents, agreements (including time in accordance with its terms and in compliance with the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto. E. When the performance of any covenant (other than covenants measuring financial performance), duty or obligation is required on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing fees. F. Any provision of this agreement requiring that Company or any Subsidiary to use “commercially reasonable efforts” (or any substantially similar standard) to achieve an objective shall in no event be construed to require Company or any Subsidiary to pay any consent fees or to surrender any material contractual rights to achieve such objective.

Other Definitional Provisions and Rules of Construction. A. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. B. (b) References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any references in this Agreement to “Articles” and/or “Sections” which make reference to any particular piece of legislation or statute, including without limitation, the Bankruptcy Code, ERISA and Internal Revenue Code shall, to the extent that the context implies a reference to any other similar or equivalent legislation as is in effect from time to time in any other applicable jurisdiction, mean the equivalent section in the applicable piece of legislation. Furthermore, where any such reference is meant to apply to such other similar or equivalent legislation where such other similar or equivalent legislation has parallel or like concepts, then such references shall import such parallel or like concepts from such other similar or equivalent legislation, as applicable. C. (c) The use in any of the Loan Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, be limiting whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto. (d) Unless otherwise expressly provided herein or in the other Loan Documents, but rather references in the Loan Documents to any agreement or contract shall be deemed to refer be a reference to all other items such agreement or matters that fall within the broadest possible scope of such general statementcontract as amended, term amended and restated, supplemented, replaced or matter. D. Unless otherwise expressly provided herein, references modified from time to Organizational Documents, agreements (including time in accordance with its terms and in compliance with the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto. E. When the performance of any covenant (other than covenants measuring financial performance), duty or obligation is required on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing fees. F. Any provision of this agreement requiring that Company or any Subsidiary to use “commercially reasonable efforts” (or any substantially similar standard) to achieve an objective shall in no event be construed to require Company or any Subsidiary to pay any consent fees or to surrender any material contractual rights to achieve such objective.